Gmh Communities Trust - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
07 May 2008 - 7:00AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement
Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the Registrant
o
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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GMH COMMUNITIES TRUST
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(Name of Registrant
as Specified In Its Charter)
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(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report
(Date of earliest event reported):
April 30, 2008
GMH
COMMUNITIES TRUST
(Exact name of
registrant as specified in its charter)
Maryland
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001-32290
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201181390
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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10
Campus Boulevard
Newtown
Square, Pennsylvania 19073
(Address of
principal executive offices)
(610)
355-8000
(Registrants telephone number, including area code)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2 below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01
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Completion of Acquisition or Disposition
of Assets
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On April 30, 2008, GMH Communities Trust (GMH or the
Company) completed its sale of the Companys military housing division
pursuant to the previously announced Securities Purchase Agreement, dated as of
February 11, 2008, with GMH Communities, LP, a Delaware limited partnership
(the GMH Operating Partnership), Balfour Beatty, Inc., a Delaware corporation
(BB) and, solely for purposes of Article 8 therein, Balfour Beatty plc, a
company organized under the laws of England and Wales.
The disposition of the military housing division was
completed through the sale to Balfour Beatty Communities, LLC, a wholly-owned
subsidiary of BB, of all of the issued and outstanding capital stock and
limited liability company interests of GMH Communities TRS, Inc., GMH Military
Housing Investments LLC and GMH AF Housing Construction LLC for $350.5 million
in cash (the Military Housing Sale).
GMH used approximately $62.1 million of the sales proceeds from this
transaction to repay indebtedness under its existing note facility.
GMHs Board of Trustees has declared an initial
special distribution of $3.10 per share/unit to the holders of its common
shares and unitholders of the GMH Operating Partnership, which represents a
substantial portion of the proceeds from the Military Housing Sale. This distribution will be payable on May 15,
2008 to shareholders and unitholders of record as of the close of business on
May 10, 2008. The initial distribution
will total approximately $221.1 million in the aggregate. The remainder of the proceeds from the
transaction will be retained by GMH as a reserve fund, pending the closing of
GMHs proposed merger with American Campus Communities, Inc. (ACC). The merger is currently anticipated to occur
during the second quarter of 2008, subject to the approval of the Companys
shareholders and assuming that the other conditions in the merger agreement are
satisfied or waived. It is currently anticipated that there will be an
additional distribution to shareholders and unitholders of approximately $0.98
per share/unit payable immediately prior to the proposed merger with ACC, which
will be comprised of any remaining proceeds from the Military Housing
Sale.
The Company announced the completion of the Military
Housing Sale in a press release dated April 30, 2008, a copy of which is filed
as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 5.02
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
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Compensatory Arrangements of
Certain Officers.
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On April 30, 2008, in
connection with the Military Housing Sale, Bruce F. Robinson resigned as
President of the Companys Military Housing Division and from any other
positions he holds with the Company, other than as a trustee of the
Company. Such resignations were
effective upon consummation of the Military Housing Sale.
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Item 9.01
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Financial Statements and Exhibits
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(a)
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Financial Statements of Business Acquired.
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Not applicable.
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(b)
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Pro Forma Financial Information
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UNAUDITED
PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma consolidated financial
statements for the year ended December 31, 2007 was derived from the
Companys audited financial statements.
The unaudited pro forma consolidated balance sheet and
statement of operations as of and for the year then ended December 31,
2007 are presented as if the sale of the Companys military housing division
occurred on January 1, 2007.
The unaudited pro forma consolidated financial statements
should be read in conjunction with the Companys historical financial
statements, including the notes thereto. The unaudited pro forma consolidated
financial statements do not purport to represent the financial position and
results of operations that would have actually occurred if the military
division had been sold on January 1, 2007, nor do they purport to project
the financial position or results of operations of GMH Communities Trust for
any future period.
2
UNAUDITED PRO FORMA
CONSOLIDATED STATEMENT OF OPERATIONS
For the twelve months ended December 31, 2007
(dollars in thousands, except number of shares and per share amounts)
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(A)
GMH
Communities
Trust
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(B)
Military Housing
Segment
Disposition
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Pro Forma
Adjustments
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The Company
Post Military
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Revenue
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Rent and other
income
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$
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188,889
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$
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$
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$
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188,889
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Expense
reimbursement
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Related party
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86,860
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85,122
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1,738
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Third party
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8,942
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8,942
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Management fees:
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Related party
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11,429
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10,751
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678
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Third party
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2,877
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2,877
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Other fee
related party
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32,790
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30,333
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2,457
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Other income
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735
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52
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683
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Total
revenue
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332,522
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126,258
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206,264
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Expenses
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Property
operating expenses
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90,684
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9,447
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81,237
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Reimbursed
expenses
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95,802
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85,122
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10,680
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Real estate
taxes
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17,773
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17,773
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Administrative
expenses
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17,410
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918
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16,492
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Audit Committee
and Special Committee expenses
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1,844
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1,844
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Depreciation and
amortization
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44,679
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611
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44,068
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Interest
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61,816
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61,816
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Total operating
expenses
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330,008
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96,098
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233,910
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Gain on sale to
joint venture and land sales
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24,341
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24,341
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(Loss) income
before equity in earning of unconsolidated entities, income taxes and
minority interest unconsolidated
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26,855
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30,160
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(3,305
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Equity in
earnings of unconsolidated entities
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4,524
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4,864
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(340
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(Loss) income
before income taxes and minority interest
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31,379
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35,024
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(3,645
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Income taxes
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7,616
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7,318
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298
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(Loss) income
before minority interest
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23,763
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27,706
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(3,943
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Minority
interest (income) loss attributable to continuing operations
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(10,252
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11,941
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(C)
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1,689
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Income (loss)
from continuing operations
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$
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13,511
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$
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27,706
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$
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11,941
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$
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(2,254
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Earnings (loss)
per common share - basic
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$
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0.33
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$
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(0.05
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Earnings (loss)
per common share - diluted
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$
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0.33
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$
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(0.05
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Weighted average
share outstanding during the period
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Basic
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41,533,616
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41,533,616
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Diluted
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72,508,608
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72,508,608
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3
UNAUDITED PRO FORMA
CONSOLIDATED BALANCE SHEET
As of December 31, 2007
(dollars in thousands, except number of shares and per share amounts)
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The Company
Historical
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Military Housing
Segment
Disposition
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The Company
Pro Forma
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Assets
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Real Estate
Investments
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Operating properties
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$
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1,419,894
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$
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$
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1,419,894
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Accumulated
Depreciation
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95,830
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95,830
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Real Estate
Investments, Net
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1,324,064
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1,324,064
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Corporate Assets
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Corporate Assets
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10,142
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91
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10,051
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Accumulated
Depreciation
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1,582
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69
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1,513
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Corporate
Assets, Net
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8,560
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22
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8,538
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Cash and Cash
Equivalents
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15,727
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15,727
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Restricted Cash
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20,816
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20
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20,796
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Accounts
Receivable related party
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23,288
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22,130
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1,158
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Accounts
Receivable third party
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4,824
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2
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4,822
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Investments in
Military Joint Venture
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70,264
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70,264
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Investments in
Student Housing Joint Ventures
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1,284
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1,284
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Deposits
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629
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629
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Deferred
Contract Costs
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1,883
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1,882
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1
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Deferred
Financing Costs, Net
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4,338
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4,338
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Lease
Intangibles, Net
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40
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40
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Other Assets
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13,129
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1,499
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11,630
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Total
assets
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$
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1,488,846
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$
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95,819
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$
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1.393,027
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Liabilities and Beneficiaries Equity
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Notes Payable
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$
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961,531
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$
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961,531
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Line of Credit
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53,605
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53,605
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Accounts Payable
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10,263
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8,664
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1,599
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Accrued Expenses
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30,448
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1,837
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28,611
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Dividnds &
Distributions Payable
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11,759
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11,759
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Other
Liabilities
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17,738
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6,190
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11,548
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Total
Liabilities
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1,085,344
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16,691
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1,068,653
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Minority
Interest
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136,422
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136,422
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Commitments and
Contingencies
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Beneficiaries Equity
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Common Shares of
beneficial interest, $0.01 par value: 500,000 shares authorized and
41,621,594 issued and outstanding at December 31, 2007
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42
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42
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Preferred shares
100,000,000 shares authorized, no shares issued or outstanding
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Additional Paid
in Capital
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331,155
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27,155
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304,000
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Accumulated
Earnings
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32,755
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48,274
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(15,519
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)
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Accumulated
distribution
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(96,872
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3,699
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(100,571
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267,080
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79,128
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187,952
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Total
liabilities and beneficiaries equity
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$
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1,488,846
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$
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95,819
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$
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1,393,027
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4
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1.
Adjustments to the Unaudited Pro Forma Consolidated Statement of
Operations for the year ended December 31, 2007.
(A)
Represents
the historical consolidated statement of operations of GMH Communities Trust
for the year ended December 31, 2007.
(B)
Represents
the historical revenues and expenses of the Companys military housing division
from January 1, 2007, including the direct salaries of military housing
accountants that are included in administrative salaries.
(C)
Represents
minority interest allocable to holders of limited partnership units in GMH
Communities, LP, the Companys operating partnership. The weighted average minority interest
percentage was 43.1% for the year ended December 31, 2007.
2.
Adjustments to the Unaudited Pro Forma Consolidated Balance Sheet as of
December 31, 2007.
(A)
Represents
the historical consolidated balance sheet of GMH Communities Trust as of December 31,
2007.
(B)
Represents
the historical balance sheet of the Companys military housing division as of December 31,
2007.
5
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(c)
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Shell Company Transactions.
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Not applicable.
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(d)
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Exhibits.
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The Exhibits to this Report are listed on the Exhibit Index
attached hereto.
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6
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: May 6,
2008
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GMH COMMUNITIES TRUST
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By:
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/s/ J. Patrick OGrady
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Name: J. Patrick
OGrady
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Title: EVP and Chief
Financial Officer
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7
EXHIBIT
INDEX
Exhibit
Number
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Title
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2.1
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Securities Purchase
Agreement, dated as of February 11, 2008, by and among GMH Communities
Trust, GMH Communities, Inc., Balfour Beatty, Inc. and, solely for
purposes of Article 8 therein, Balfour Beatty plc
(Incorporated by reference from the
Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 14, 2008.)
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99.1
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Press Release, dated
April 30, 2008
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8
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